Exhibit 10.46
SECURITY AGREEMENT
This Security Agreement dated as of August 8, 1996, is by and among
HYMEDIX, Inc., a Delaware corporation (the "Company"), HYMEDIX International,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("HII"),
and First Taiwan Investment and Development, Inc. (the "Bondholder
Representative"), a Taiwanese corporation and representative of the Bondholders
(as hereinafter defined).
The Purchasers (as hereinafter defined) and Xx Xxxx Xxxxx (collectively,
with their respective successors as holders of the Bonds referred to herein, the
"Bondholders"), are the current holders of convertible bonds of HII in the
original aggregate principal amount of up to $1,150,000 and convertible into
shares of common stock of the Company as provided in the Bond Purchase
Agreements (as defined below) (collectively, such bonds, the "Bonds"), purchased
from HII and the Company pursuant to (i) the Convertible Bond Purchase Agreement
effective February 27, 1996, by and among HII, the Company, the Bondholder
Representative and the Purchasers (as defined therein), and (ii) the Convertible
Bond Purchase Agreement effective March 5, 1996, by and among HII, the Company
and Xx Xxxx Xxxxx (collectively, the "Bond Purchase Agreements").
1. To secure their obligations in respect of the Bonds and to induce the
Bondholder Representative, on behalf of the Bondholders, to make future deposits
into and to approve future withdrawals by HII from, the Special Account (as
defined in the Bond Purchase Agreements), each of the Company and HII hereby
grants to the Bondholder Representative, for the ratable benefit of the
Bondholders, a security interest in all of the assets and properties of the
Company and HII, respectively, both tangible and intangible, whether now
existing or subsequently acquired, and all additions, substitutions, accessions,
replacements, proceeds (including without limitation insurance proceeds), and
products thereof or thereto, including without limitation all accounts, chattel
paper, contract rights, documents, equipment, general intangibles, goods,
instruments, and inventory (collectively, the "Collateral"); and the Bondholder
Representative hereby accepts such grant.
2. In its own discretion, or upon the request of the Bondholders holding at
least fifty percent (50%) of the aggregate principal amount of the Bonds then
outstanding, the Bondholder Representative will take such actions as may be
reasonably appropriate to foreclose and realize upon the security interests
hereby granted. The Bondholders and the Bondholder Representative will be
responsible for any expenses incurred in connection with such actions, pro rata
in proportion to the respective amounts outstanding in respect of their
respective Bonds (including without limitation principal, interest, and
collection costs, if any).
3. Upon any material default by the Company and/or HII under the Bond
Purchase Agreements and/or the Bonds that is not cured within thirty (30) days
after written notice thereof to the Company and/or HII, as the case may be, each
of the Bondholders will be entitled to all of the rights and remedies of a
secured party under the Uniform Commercial Code as then in force in the State of
New Jersey, which rights and remedies will be cumulative and not exclusive to
the maximum lawful extent.
4. This Security Agreement shall be governed by and interpreted and
construed in accordance with the internal laws of the State of New Jersey
(without reference to principles of choice of law).
Executed and delivered as of the date first above written.
Company: Bondholder Representative:
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HYMEDIX, INC. FIRST TAIWAN INVESTMENT
AND DEVELOPMENT, INC.
By /s/ Xxxxxx X. Xxxx By /s/ Xxxxx Xxxx-Xxxxx
------------------------ ------------------------
Name: Xxxxxx X. Xxxx Name: Xxxxx Xxxx-Xxxxx
Title: President Title: Vice President
HII:
----
HYMEDIX INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxx
------------------------
Name: Xxxxxx X. Xxxx
Title: President
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